/raid1/www/Hosts/bankrupt/TCREUR

/raid1/www/Hosts/bankrupt/TCREUR_Public/031216.mbx T R O U B L E D C O M P A N Y R E P O R T E R E U R O P E Tuesday, December 16, 2003, Vol. 4, No. 248 Headlines B E L G I U M SOBELAIR: Ordered to Present Restructuring Plan this Week F R A N C E ALSTOM SA: Corners More than EUR180 Million Powergen Contracts SPIE-BATIGNOLLES: Sue Gesilec Instead, Says Schneider G E R M A N Y BERTELSMANN AG: Billion-dollar Claims in California Suit Reduced BERTELSMANN AG: Merges Music Business with Sony to form Sony BMG MG TECHNOLOGIES: DLMD, Alpha-Associes Acquires Safic-Alcan I T A L Y PARMALAT SPA: CDO Transactions on CreditWatch Negative PARMALAT SPA: Avoids Default on EUR150 Million Bond PARMALAT SPA: National Foods Eyes Australian Dairy Business L U X E M B O U R G SBS BROADCASTING: Ratings Raised to 'BB'; Outlook Stable N E T H E R L A N D S IFCO SYSTEMS: Gamay Limited Offers to Buy Shares, Warrants KONINKLIJKE AHOLD: Completes Sale of Peruvian Unit KONINKLIJKE AHOLD: Result of Rights Issue Confirms Rosy Forecast S W I T Z E R L A N D SCANDINAVIAN AIRLINES: Opens New Direct Flights to Shanghai U N I T E D K I N G D O M AMP LIMITED: Australian Court Allows Demerger to Proceed AMP LIMITED: Posts Changes in FTSE Indices Following Demerger ANITE GROUP: Cuts Pre-tax Loss by 67% to GBP14.2 Million AUTOMOTIVE PRECISION: Financial Uncertainty Prompts Trading Halt AWG PLC: Sells Swedish Process Engineering Company CABLE & WIRELESS: U.S. Unit No Longer Paying Rent CHAPMAN TRANSPORT: Joint Administrators Sell Assets CHARTER PLC: Disposal of U.S. Defense Businesses Cleared HOLLINGER INC.: Collins Stewart Joins Band of Would-be Bidders INDEPENDENT-NETWORKS: Administrator Sells Business, Assets INDEPENDENT NEWS: Sells London Regional Operations for GBP62 Mln MALLETT PLC: Warns of Lower-than-expected Full Year Results MG ROVER: Employees to Take Early Christmas Vacation MYTRAVEL GROUP: Appoints New Group Finance Director NETWORK RAIL: Regulatory Report Could Derail Improvement Works PACIFIC MEDIA: Posts Circular Related to US$20 Million Funding ROYAL MAIL: Set to Deliver Record e-Orders Before Christmas ROYAL MAIL: Urges Non-operational Execs to Voluntarily Resign SFI GROUP: Regulator Discovers Serious Breach of Listing Rules SIRDAR PLC: Difficult Trading Condition to Hit Profits * Large Companies with Insolvent Balance Sheets ********* ============= B E L G I U M ============= SOBELAIR: Ordered to Present Restructuring Plan this Week --------------------------------------------------------- Belgian airline, Sobelair, has until Friday to come up with a plan to keep it flying beyond winter. Chief Executive Aldo Vastapane told Le Soir the Brussels commercial tribunal has given it until December 19 to produce a restructuring plan or file for bankruptcy. "They don't want promises, but commitments in black and white," he said. The airline plans to raise the needed EUR10 million to survive by asking for concessions from suppliers such as caterers, ground handlers, and DSF, the German company from whom Sobelair has leased two Boeing 767s, according to the report. It will also cut salary costs to save approximately EUR4 million. The report further said Mr. Vastapene is hoping to secure a loan, which he will augment with EUR4 million from his own pocket. The loan will either come from a national bank or from Sabena's replacement carrier, SN Brussels Airlines. =========== F R A N C E =========== ALSTOM SA: Corners More than EUR180 Million Powergen Contracts -------------------------------------------------------------- Alstom has won a series of Power generation contracts worth more than EUR180 million from countries all over the world. U.S.A. Alstom has been awarded a contract for approximately EUR20 million from Bechtel Power Corporation to supply a Dry Flue Gas Desulphurisation System for Unit No. 3 of the Springerville Expansion Project in Springerville, Arizona. The 400 MW Unit will be owned and operated by the Tri-State Generation and Transmission Association and operated by Tucson Electric Power. Construction will start in summer 2006 with project completion expected later that year. Europe In Germany, Alstom has been awarded a contract by Grosskraftwerk Mannheim AG for the modernization and conversion of Boiler #17 from natural gas to bituminous coal. The total value of the contract is approximately EUR40 million. Conversion work will begin in November 2004, and commissioning is expected by summer 2005. Alstom has also signed a long-term service agreement, worth approximately EUR9 million, with RWE Systems AG for the Ludwigshafen combined cycle power plant in Germany. The exclusive agreement includes the supply of new and reconditioned parts for the thermal block of the plant's two GT13E2 gas turbines until end 2006. In Sweden, Alstom has been awarded a contract by Ringhals AB to retrofit units 1-1 and 1-2 at Ringhals Nuclear Power Plant. The contract is valued at approximately EUR9 million. Delivery of both units is scheduled for summer 2005. In the U.K., Alstom has signed a contract, valued at around EUR8 million, with Eggborough Power Ltd. (a British Energy company), to supply a spare generator stator at Eggborough power plant in East Yorkshire. This work is scheduled to take approximately 18 months. Middle East Alstom has signed a contract, valued at around EUR40 million, with Alba Aluminium Bahrain B.S.C. to supply six top-mounted combustor chambers equipped with ALSTOM's advanced EV burner technology. The new combustors will be installed in the customer 's gas-fired, combined-cycle power plant, Power Station 3, at Manama, Bahrain. In the first phase of the project, upgrading of one gas turbine will be completed by June 2004 after being performed during a scheduled major inspection to keep downtime to a minimum. Five other upgrades will then be carried out on the power station's remaining gas turbines -- one or two being planned for completion each year. Africa In South Africa, Alstom has been awarded a contract by Eskom, valued at around EUR19 Million to rehabilitate the Unit 2 turbine generator at Duhva Power Plant in Witbank. Work at the site is scheduled to be completed by January 2004. In Zambia, a consortium led by Alstom has been awarded a contract by ZESCO Ltd., the Electricity Supply Corporation of Zambia, to upgrade the generators at the Kafue Gorge Hydro Power Station (6 x 168 MVA) located on the Kafue River, 100 kilometers south of the Zambian capital, Lusaka. The order is valued at approximately EUR14 million. Work is scheduled for completion in December 2005 and will increase the generators' total output to 6 X 200MVA. Australia Alstom has been awarded an order by Hydro Tasmania for the refurbishment of Units 3 & 4 at Trevallyn Hydro Power Station in Launceston, Australia. The order, valued at approximately EUR11 million, is to increase the output of each unit from 25 MVA to 30.5 MVA / 375 rpm /11 kV. Trevallyn was completed in the mid-1950s and has a nominal cap5acity of 80 MWs. China Alstom has been awarded a contract for two 300 MW Circulating Fluidized Bed boilers in the Yunan Province of South China. Because the CFBs are situated nearly 4,000 feet (1200 meters) above sea level and will burn lignite, the units will be the largest CFBs ever constructed. When completed, the generation facility will be known as the Kaiyuan power plant. The order value is approximately EUR14 million. SPIE-BATIGNOLLES: Sue Gesilec Instead, Says Schneider ----------------------------------------------------- Judge Thamsanqa Nomngcongo of the Lesotho High Court has ordered the successor of Spie Batignolles, Schneider Electric, to stand trial over a ZAR16 million bribery case in Lesotho. Spie Batignolles is among the contractors suspected of questionable transactions with Masupha Sole, the former head of the Lesotho Highlands Development Authority, in relation to the construction of now-completed Lesotho Highlands Water Project. Mr. Sole is currently serving a lengthy prison sentence for accepting bribes. The court order came despite Schneider's protests that it is being wrongly brought to trial because the official, on whom the indictment for the alleged bribery was served, was not one of its employees. Schneider suggested the accountable company is France's Gesilec, which continued doing business in Lesotho under the name Spie Batignolles after the original Spie merged with Schneider in 1995. Under a contribution and divestment agreement, all Spie's assets and liabilities in Lesotho Highlands contracts were transferred to Gesilec, it said. Martin Walter Lins, the employee on whom the bribery indictment was served, also worked for this company. But the court rejected the arguments. It ordered Schneider to reappear on June 1 next year for the trial. ============= G E R M A N Y ============= BERTELSMANN AG: Billion-dollar Claims in California Suit Reduced ---------------------------------------------------------------- A Santa Barbara (California) Superior Court jury awarded two former executives of AOL Germany only a fraction of their multi-billion-dollar claim against Bertelsmann AG. Jan Henric Buettner and Andreas von Blottnitz had at one time claimed they were owed US$5 billion, before reducing their demand to US$3.5 billion. The jury found they should each recover EUR104,655,000 in damages. The judge made it clear he will not enter final judgment until after next week's hearing on the jury' s verdict. Bertelsmann has reserved the right to appeal. The plaintiffs based their claim on alleged promises of an equity stake in either AOL Europe or one of its subsidiaries, AOL Germany. Plaintiffs' claims were not supported by the language of their written German-language employment agreements, but they argued to the jury that these German contracts could be "translated" to provide them equity. Bertelsmann General Counsel Ulrich Koch said: "The jury's decision only complies with the plaintiffs' demands to a fraction of what they sought. Still, it does not reflect the facts or German law, which applied to the case. The plaintiffs were managing directors hired as employees by the Bertelsmann group and were generously compensated for their work. There never was a joint venture between plaintiffs and Bertelsmann." During the course of the trial, many claims made by the plaintiffs were exposed as incorrect and as distortions of the actual events. BERTELSMANN AG: Merges Music Business with Sony to form Sony BMG ---------------------------------------------------------------- International media and entertainment companies Bertelsmann AG and Sony Corporation have signed a binding agreement to combine their recorded music businesses in a joint venture. The newly formed company, which will be known as Sony BMG, will be 50% owned by Bertelsmann and 50% owned by Sony Corporation of America. Sony BMG will be based in New York. Sony BMG will combine the recorded music businesses of BMG and Sony Music Entertainment. It will not include the parent companies' businesses in music publishing, physical distribution and manufacturing. Sony Corporation's recorded music business in Japan, SMEJ, will also be excluded. The merger is subject to regulatory approvals in the United States and the European Union. As announced on November 6, 2003 -- with the signing of a Letter of Intent -- both parties have agreed the Board of Directors of Sony BMG will be made up of an equal number of representatives from Sony and Bertelsmann. Rolf Schmidt-Holtz, currently Chairman and Chief Executive Officer of BMG, will serve as Chairman of the Board of Sony BMG. Andrew Lack, Chairman and Chief Executive Officer of Sony Music Entertainment, will be Chief Executive Officer of the new company. Gunter Thielen, Chairman and CEO of Bertelsmann AG, said: "Our agreement with Sony to form a joint music company shows our strong commitment to the music business. For Bertelsmann, music remains key. We believe in the future of the music business. Sony and Bertelsmann share a vision that this agreement lays the ground work for a company that focuses on the core creative business." "This agreement represents a bold move to reinvent and revitalize the music business in the 21st century," said Howard Stringer, Chairman and CEO, Sony Corporation of America. "It is a marriage of well-suited partners, who appreciate the different cultural, creative and business sensibilities around the world. We look forward to working with Gunter Thielen, Rolf Schmidt-Holtz and their colleagues at Bertelsmann AG and BMG, to create an environment where the global music audience can benefit and artistic expression can thrive." "I'm confident that the proposed merger will provide us with the opportunity to bring greater value to music consumers around the world, and enable us to more effectively meet the needs of our artists," commented Andrew Lack, Chairman and CEO, Sony Music Entertainment. "I know I speak for everyone in the Sony Music family when I say how genuinely pleased I am to be working with Rolf Schmidt-Holtz, as well as the many talented professionals at BMG and its parent company." Rolf Schmidt-Holtz, Chairman and CEO of BMG, said: "This agreement assures our future and allows us to maintain what is most important to us: the key creative music centers of BMG and Sony Music in territories and countries around the world. Together we will work to face the challenges of our industry. And personally I look forward to working with our CEO Andy Lack and our new colleagues." MG TECHNOLOGIES: DLMD, Alpha-Associes Acquires Safic-Alcan ----------------------------------------------------------Solvadi s ag, a company of the mg Group, sold its wholly owned French subsidiary Safic-Alcan to the French conglomerate Daniel Lebard Management Development and Alpha-Associes, a French private equity firm, with retroactive effect as of January 1, 2003. Safic-Alcan specializes in the global trading of natural products such as rubber, palm oil and latex and in the distribution of specialty chemicals. The parties to the deal have agreed not to reveal the sale price. This disposal is subject to approval by the antitrust authorities and the usual statutory bodies. The Paris-based DLMD is owned by the Lebard family. The company holds investments in the logistics and food industries. The Alpha Group, which is active in France and Germany, manages fund assets in excess of EUR1 billion. The company has been sponsoring leveraged and management buy-outs the past 18 years. Based in Paris, Safic-Alcan reported sales of approximately EUR971 million for fiscal 2001/2002. The company employed 334 people at September 30, 2003. solvadis ag, Frankfurt am Main, is engaged in chemicals trading activities throughout the world, focusing on the trading and distribution of natural products, chemical feedstock and specialty chemicals. The company generated sales of roughly EUR1.4 billion in fiscal 2001/2002. solvadis employed approximately 800 people at September 30, 2003. ========= I T A L Y ========= PARMALAT SPA: CDO Transactions on CreditWatch Negative ------------------------------------------------------ Standard & Poor's Ratings Services placed the notes issued and CDSs entered into by 37 synthetic CDO transactions on CreditWatch with negative implications. This action follows the lowering of the long-term rating on Parmalat Finanziaria S.p.A. to 'CC/Watch Dev/C' from 'B+/Watch Dev/B' on Dec. 10, 2003 and to 'B+/Watch Dev/B' from 'BBB-/Watch Neg/A-3' on Dec. 9, 2003. Parmalat appears in the reference pools of 76 publicly rated synthetic CDO transactions, and the notes issued or CDSs entered into by 37 have been placed on CreditWatch negative. The reference pools of all 76 transactions were run through Standard & Poor's CDO Evaluator to reflect the new ratings on Parmalat. Where the expected loss rates after recoveries (net loss rates) were higher than the credit enhancement available, the transaction's notes or CDS have been placed on CreditWatch negative. Where there is still sufficient credit enhancement to cover the expected losses, no rating action has been taken at this time. A second list below indicates the names of these transactions. The CreditWatch placements will be resolved as soon as possible and the affected classes of notes or CDSs will be affirmed or the ratings lowered. Ratings List Ratings Placed on CreditWatch With Negative Implications Transaction name Series Class Rating To From Aldersgate Finance Ltd. A (Senior) AAA/Watch Neg AAA A AAA/Watch Neg AAA B AA/Watch Neg AA C A/Watch Neg A D A-/Watch Neg A- E BBB/Watch Neg BBB F BBB-/Watch Neg BBB- Argon Capital PLC 22 B/Watch Neg B 23 BBB-/Watch Neg BBB- 26 B AAA/Watch Neg AAA 27 C BBB+/Watch Neg BBB+ ARLO Ltd. 2002-01 AA/Watch Neg AA Bifrost Investments Ltd. 21 21A CDS AAA/Watch Neg AAA 21 21B CDS AA/Watch Neg AA CDO Master Investments 2 S.A. 1 A AAA/Watch Neg AAA 1 B AA/Watch Neg AA 1 C BBB/Watch Neg BBB Claris Ltd. 04/2003 AAA/Watch Neg AAA 05/2003 AAA/Watch Neg AAA 06/2003 A-/Watch Neg A- Coriolanus Ltd. 14 AAA/Watch Neg AAA Eirles Four Ltd. 41 AAA/Watch Neg AAA 44 A/Watch Neg A 63 AA/Watch Neg AA Eirles Two Ltd. 58 AAA/Watch Neg AAA 63 AAA/Watch Neg AAA 70 AAA/Watch Neg AAA 74 AAA/Watch Neg AAA Finsbury Finance PLC A AAA/Watch Neg AAA B AAA/Watch Neg AAA C AA-/Watch Neg AA- D BBB/Watch Neg BBB Lunar Funding IV Ltd. AA-/Watch Neg AA- Phoenix 2002-2 Ltd. 2 A AAA/Watch Neg AAA 2 B AA/Watch Neg AA 2 C BBB/Watch Neg BBB 2 D BB/Watch Neg BB Scirocco Investments S.A. A AAA/Watch Neg AAA B AA/Watch Neg AA C A/Watch Neg A SGA Societe Generale Acceptance N.V. 4775 A-/Watch Neg A- 4813 AA-/Watch Neg AA- 4814 AA-/Watch Neg AA- 4815 AA-/Watch Neg AA- 4824 AA-/Watch Neg AA- 4825 AA-/Watch Neg AA- 4893 A/Watch Neg A 4931 AA-/Watch Neg AA- 5143 A-/Watch Neg A- Symphony Credit Select 1 S.A. A AAA/Watch Neg AAA B AA/Watch Neg AA C A/Watch Neg A Tribune Ltd. 7 A/Watch Neg A 9 B AA/Watch Neg AA Xelo PLC Stonehurst AA/Watch Neg AA UBS AG (Jersey Branch) 1733 B BBB-/Watch Neg BBB- Transactions (and Series Where Applicable) Unaffected at This Time ARLO Ltd. (Newbourne B) ARLO Ltd. (Newbourne A) ASTIR-I Capital B.V. Balthazar CSO I B.V. Blue Chip Funding 2001-1 PLC Brooklands Euro Referenced Linked Notes 2002-1 Ltd. Callisto I CDO B.V. Claris Ltd. Series 02/2003 Coriolanus Ltd. Series 11 Cygnus Finance 2001-1 PLC Edam Funding One Ltd. Eirles Four Ltd. Series 31 Eirles Four Ltd. Series 40 Eirles Four Ltd. Series 18 Eirles Four Ltd. Series 19 Eirles Four Ltd. Series 20 Eirles Four Ltd. Series 21 Eirles Two Ltd. Series 56 Eirles Two Ltd. Series 59 Eirles Two Ltd. Series 60 Eirles Two Ltd. Series 62 Eirles Two Ltd. Series 77 Eirles Two Ltd. Series 72 Eirles Two Ltd. Series 73 Green Forest Securities Ltd. Series 2003-6 Green Forest Securities Ltd. Series 2003-9 Herald Ltd. Series 6 Holborn Finance Ltd. Merak CDO Ltd. Series 2003-3 Oban Trust 2003-3 Oban Trust 2003-1 Oban Trust 2003-2 SGA Societe Generale Acceptance N.V. Series 4701/03-7 SGA Societe Generale Acceptance N.V. Series 4702/03-7 SGA Societe Generale Acceptance N.V. Series 4901/03-8 SGA Societe Generale Acceptance N.V. Series 4911/03-9 Thunderbird Investments PLC Tribune Ltd. Series 11 XELO PLC (Newbourne D) PARMALAT SPA: Avoids Default on EUR150 Million Bond --------------------------------------------------- Parmalat Finanziaria beat the odds and delivered the EUR150 million- (US$247 million) bond payment Friday. The payment was due December 8, but was extended until December 15. The payment allows the company to forge out an industrial and financial restructuring plan that could be unveiled next month. The Italian dairy group's narrow escape from default surprised investors. They were asking how a company with more than 36,000 employees in 29 countries, as well as its purported billions in liquid reserves, could nearly fail to redeem a EUR150 million bond, according to Associated Press. Parmalat did not explain further other than to say it is having difficulty accessing EUR500 million from its Cayman Islands investment funds. This made observers doubt whether the group indeed has EUR4.2 billion in liquid reserves as claimed. Parmalat's next financial commitment is a EUR400 million payment to acquire full control of a Brazilian unit by the end of the year. PARMALAT SPA: National Foods Eyes Australian Dairy Business ----------------------------------------------------------- Australia's National Foods Ltd. is interested in acquiring Parmalat's dairy business, Queensland-based Pauls, if it is put up for sale, according to CNN International. The struggling Italian group acquired the business for AU$436 million (US$323 million) in 1998 and then paid tens of millions of dollars to buy the state of Victoria's licenses for three key milk brands. It sells fresh milk domestically through its Pauls brand as well as yogurt and ice cream. "We have expressed an interest in acquiring the Australian operations should they be available," National Foods spokesman Ian Greenshields told Reuters. An industry source, meanwhile, said: "It makes sense that (Parmalat) Australia could come into play at some point in time, but they've got bigger problems at the moment." Pauls struggled since Australian milk prices were deregulated three years ago. At the end of June, Parmalat had the smallest share of Australia's fresh milk market at 18% compared with 43% for National Foods and 22% for Dairy Farmers. Pauls General Manager David Lord was not immediately available for comment, CNN International said. =================== L U X E M B O U R G =================== SBS BROADCASTING: Ratings Raised to 'BB'; Outlook Stable -------------------------------------------------------- Standard & Poor's Ratings Services raised its long-term corporate credit rating on Luxembourg-based broadcaster SBS Broadcasting S.A. to 'BB' from 'B+' following its improving business and financial profile. At the same time, the senior unsecured debt ratings on the company were raised to 'BB-' from 'B'. All the ratings were removed from CreditWatch, where they were placed on November 18, 2003. The outlook is stable. "SBS' profitability has strengthened over the past 12 months, as the company's portfolio of European TV and radio assets matured, and this has improved its financial profile," said Standard & Poor's credit analyst Olli Rouhiainen. Furthermore, the EUR131.5 million ($160.5 million) proceeds from the sale of its 30% stake in Polish broadcaster TVN Sp. z o.o. (B/Stable/--) have transformed the group's liquidity and capital structure. The company's lease-adjusted total debt to EBITDA ratio is expected to improve to below 3x for the full-year 2003 from about 7.2x in 2002, and total debt to free cash flow generation is expected to be more than 20%, after being negative in financial 2002. The ratings on SBS reflect the group's portfolio of niche TV and radio stations in several highly competitive commercial broadcasting markets, its exposure to cyclical TV advertising revenues, and the existence of minority shareholders, who can affect financial decisions at subsidiary levels. These factors are partly offset by the protection offered by SBS' portfolio of broadcasting and media assets, barriers to entry owing to the need for a broadcasting license, improving profitability, and its fair financial profile. The stable outlook reflects the quality of SBS' portfolio of TV and radio assets, predictable cash flow generation, and satisfactory liquidity position. SBS is expected to maintain a lease-adjusted total-debt-to-EBITDA ratio of 4x at the current rating level. "Upside rating potential will depend upon further improvement in profitability, a track record of operating at lower debt levels, and solid ongoing free cash flow generation," said Mr. Rouhiainen. ===================== N E T H E R L A N D S ===================== IFCO SYSTEMS: Gamay Limited Offers to Buy Shares, Warrants ---------------------------------------------------------- IFCO Systems N.V. was informed that Gamay Limited, acting in its capacity as Managing General Partner of Island International Investment Limited Partnership, both organized under the laws of Guernsey and having their principal business address at 13-15 Victoria Road, St. Peter Port, Guernsey, GY1 3ZD, Channel Islands (Bidder), resolved to make a voluntary public offer to acquire (a) all ordinary (not registered) bearer shares in IFCO Systems N.V. (including the dividend rights as of January 1, 2003) having a nominal value of GBP0.01 per share (Securities Identification Number 157 670; ISIN-Code NL 000 026 845 6) and having been issued prior to December 12, 2003 for a purchase price of EUR2.75 per ordinary bearer share; and (b) all (not registered) bearer restructuring warrants issued by IFCO Systems N.V. (Securities Identification Number 163 076; ISIN-Code NL 000 026 848 0) for a purchase price of EUR1.00 per bearer restructuring warrant; held by (i) any private or institutional investor residing or having its principal seat of business in the Federal Republic of Germany or the Netherlands or (ii) any Relevant Person (as defined below) residing or having its principal seat of business in the United Kingdom. The publication of the offer document, which will contain the terms and conditions of the Offer, is scheduled for January 12, 2004. The offer document will be posted on the following Web page: http://www.island-offer.com The Offer is not subject to the Rules on Public Tender Offers of the Netherlands arising from the Act on the Supervision of the Securities Trade 1995, as amended (wet toezicht effectenverkeer 1995) and is not subject to the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Ubernahmegesetz - WpUG). Gamay Limited is an affiliate of Apax Partners Europe Managers Ltd., London, a company organized under the laws of England. The principal business address of Apax Partners Europe Managers Ltd. is 15 Portland Place, London, England W1B 1PT, United Kingdom. The Offer will not be made, directly or indirectly, in or into or by the use of the mails or any other means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States, and the Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or from within the United States. No such offer will be made to U.S. persons. This document, and any other documents related to this offer, are not being and must not be mailed or otherwise distributed or sent in or into or from the United States. Persons receiving this announcement including custodians, nominees and trustees must not distribute or send it in, into or from the United States. Any purported acceptance that is post-marked in or otherwise dispatched from or evidences use of any means or instrumentality of interstate or foreign commerce of the United States will be invalid. The Offer will be made to and directed at only persons in the United Kingdom who may reasonably be regarded to fall within the exemptions contained in Articles 19 (which applies to certain investment professionals) and 49 (which applies to certain high net worth entities) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (as amended) and persons who are otherwise permitted by law to receive it (all such persons being referred to as Relevant Persons). This document and any other documents in connection with the Offer are directed only at Relevant Persons and any investment or investment activity to which this document relates is only available to such persons. Any person who is not a Relevant Person should not rely on this document or act upon its contents. KONINKLIJKE AHOLD: Completes Sale of Peruvian Unit -------------------------------------------------- Ahold announced Friday it has successfully completed the sale of its Peruvian operation, Supermercados Santa Isabel S.A. The sale agreement with Grupo Interbank and a group of investors led by Nexus Group was announced on December 8, 2003. The divestment of Santa Isabel in Peru is part of Ahold's strategic plan to restructure its portfolio in order to focus on high-performing businesses and to concentrate on its mature and most stable markets. CONTACT: KONINKLIJKE AHOLD Corporate Communications Phone: +31.75.659.57.20 KONINKLIJKE AHOLD: Result of Rights Issue Confirms Rosy Forecast ---------------------------------------------------------------- Royal Ahold's announcement on Thursday that its US$3.7 billion rescue rights issue was almost fully subscribed raised hopes that the company would be able to meet debt repayments up until the end of 2005. Analysts agreed that the issue of 600 million rights was an important first step for the company's recovery after the discovery of an overstatement of EUR1 billion, mostly at the company's U.S. Foodservice unit in late February. Shares in Ahold went down to EUR2 and its bonds were downgraded to junk status. Ahold aims to return to investment grade rating at the end of 2005. According to the Financial Times, Sander van Oort at Stroeve, the Dutch stockbroker, said: "Management focus can now move away from financing to... getting operational improvements, especially at U.S. Foodservice." But it is still unclear whether Foodservice would achieve a satisfactory level of profitability, especially as the U.S. retail sector had reported disappointing trading figures in the third quarter, analysts said, according to the report. ===================== S W I T Z E R L A N D ===================== SCANDINAVIAN AIRLINES: Opens New Direct Flights to Shanghai ----------------------------------------------------------- On March 28, 2004, Scandinavian Airlines will launch a new intercontinental route between Copenhagen and Pudong Airport in Shanghai. The route will be flown three times a week using the comfortable, new Airbus A340. There will be departures from Copenhagen on Tuesdays, Thursdays and Sundays at 3:15 p.m., arriving in Shanghai at 7.35 a.m. the following day. The return flight to Copenhagen will depart at 10:30 a.m. and land at 3.40 p.m. local time. Convenient connecting flights will be offered from Copenhagen to other destinations in Europe and Scandinavia. As an economic market, China is in a phase of strong growth and there is an increasing need for air transport between China and Europe. Shanghai is China's largest city. The Chinese Government is aiming to make Shanghai Asia's economic hub by 2010. In other words, this is an extremely attractive destination for business air travel. Leisure travel from China is also expected to increase. China and the E.U. have signed an agreement -- ADS -- that provides Chinese citizens tourist visas to E.U. countries. "Our daily flights to Beijing from Copenhagen are, in principle, always fully booked and we foresee a continued demand for travel between China and Europe. As the largest industrial and commercial market, Shanghai has enormous growth potential," says Soren Belin, Executive Vice President and COO of Scandinavian Airlines. With the addition of this route, Scandinavian Airlines now has nine intercontinental destinations. All of these destinations are served by the modern, new Airbus aircraft. CONTACT: SCANDINAVIAN AIRLINES Lars Lindgren, Senior Vice President Intercont Phone: +46(0)70997 54 88 =========================== U N I T E D K I N G D O M =========================== AMP LIMITED: Australian Court Allows Demerger to Proceed -------------------------------------------------------- AMP Limited has received Federal Court approval for its demerger, following overwhelming shareholder endorsement of the proposal earlier this week. AMP lodged the Court Order with ASIC, clearing the way for the demerger to proceed irrevocably. This means two independent entities -- AMP in Australasia and HHG in the United Kingdom -- are expected to be listed separately within two weeks. AMP Chief Executive Officer Andrew Mohl said he was delighted that Court approval had been received slightly ahead of schedule, given the tight timetable that was put in place earlier this year. "For all the hard work, however, the demerger is just the beginning of a new era for both AMP and HHG," Mr. Mohl said. "In 2004, we need to demonstrate through enhanced operational performance why the demerger was the best solution for the company and shareholders." Mr. Mohl said the effective date of the demerger was Friday, December 12, 2003. On Friday, the first tangible evidence of the new AMP had taken place with the name change of asset management subsidiary AMP Henderson Global Investors Limited to AMP Capital Investors Limited. AMP shares still traded cum-entitlement on Monday, December 15. Over the following two days after December 15, any unsubscribed shares [in the rights offer of AMP] will be placed through an institutional bookbuild. AMP shares will be placed in a trading halt while the bookbuild is held. The fully underwritten Rights Offer will raise AU$1.2 billion, which will be used to redeem AMP's Reset Preferred Securities. The bookbuild price and outcome of the Rights Offer will be announced on December 17. AMP shareholders who participated in the Rights Offer will receive a 10% discount to this bookbuild price in relation to their rights entitlements. On December 18 AMP shares will begin trading ex-entitlement, which means they will trade as the new AMP, without HHG. The Record Date for determining entitlements to HHG shares is December 19. For AMP shareholders who participate in the AMP Rights Offer, statements for their additional shares in AMP should be received in early January. Shareholders who chose not to participate in the AMP Rights Offer should receive their payment of 8.2 cents per share for the value of their rights at this time. It is expected that Reset Preferred Securities Holders will be issued a notice of redemption on December 23 and redemption payments received around January 14, 2004. CONTACT: AMP LIMITED Level 24, 33 Alfred Street Sydney NSW 2000 Australia ABN 49 079 354 519 Mark O'Brien Phone: +61 2 9257 7053 AMP LIMITED: Posts Changes in FTSE Indices Following Demerger ------------------------------------------------------------- Following the recent shareholder agreement for the demerger of HHG (designated U.K. constituent) from AMP (Australian Constituent), subject to completion of the Scheme of Arrangement and in accordance with listing particulars, these changes to the FTSE All-World index are expected to occur: December 18, 2003: AMP expected to commence trading ex-entitlement to HHG. In order to maintain a balanced weighting in the index, HHG will be added to the index based on the equivalent weighting adjustment to AMP. December 23, 2003: HHG expected to commence trading on the London Stock Exchange and Australian Stock Exchange. HHG will become a U.K. constituent of the FTSE All-World index after close (i.e. effective December 24). The share weighting in HHG will also reflect the new shares resulting from the Global offer. The number of shares in AMP is expected to reflect the new shares resulting from the AMP rights issue and capital adjustment. As the total number of shares in issue (post demerger) for both HHG and AMP is still to be determined, FTSE will issue a further notice to confirm index share weightings as soon as the outcome is known. This is currently expected to be after the close on December 19, 2003. With effect from December 1, 2003, use and redistribution of SEDOLs is subject to a separate license from London Stock Exchange. Please contact the London Stock Exchange for further information on +44 (0)20 7797 3009 or via email sedol@londonstockexchange.com ANITE GROUP: Cuts Pre-tax Loss by 67% to GBP14.2 Million -------------------------------------------------------- Anite Group plc, the worldwide IT solutions and services company, announces its interim results for the six months ended October 31, 2003: Highlights: (a) Underlying profit before tax of ongoing businesses, before goodwill amortization and exceptional items GBP6.5 million (2002: GBP10.8 million) (b) Pre-tax loss (after goodwill and exceptionals items) substantially reduced to GBP14.2 million (2002: loss GBP43.4 million) (c) Adjusted* basic earnings per share of 1.5p (2002: 2.7p); reported basic loss per share 4.4p (2002: loss per share 14.0p) (d) The Group has been strongly cash generative, ahead of expectations, reflecting our focus on cash management: (i) GBP7.9 million of cash earnout commitments have been paid out (ii) Net debt as at 31 October totaled GBP10.8 million (30 April 2003: GBP16.3 million) (iii) Annualized overhead reductions now total around GBP5.5 million with GBP2.5 million expected to be realized in the second half following net headcount reduction of 140 and property rationalization (e) Steve Rowley joined as the new Chief Executive on 3 November 2003 (f) Order intake of GBP95.9 million slightly ahead of last year on a like for like basis * Ongoing operations excluding amortization and impairment of goodwill and exceptional items Commenting, Steve Rowley, Anite's Chief Executive, stated: "Our current priority is to complete our consolidation, integration and cost cutting work with a particular focus on invigorating our sales and marketing activities and reviewing the fit, opportunities and potential for the individual businesses. "Whilst there is still much work to be done, we have already made considerable progress with these initiatives. Profit performance is expected to be in line with our expectations for the year as a whole but with revenue continuing to be under pressure. In conclusion, the Board believes the Group is now in better shape and is cautiously optimistic about its future prospects." To view full report and financials: http://bankrupt.com/misc/Anite_Group_Interim_Results.htm CONTACT: ANITE GROUP PLC Phone: 01753 804 495 Steve Rowley, Chief Executive David Thorpe, Non-Executive Director Christopher Humphrey, Group Finance Director Homepage: http://www.anite.com WEBER SHANDWICK SQUARE MILE Phone: 020 7067 0700 Reg Hoare/Sara Musgrave AUTOMOTIVE PRECISION: Financial Uncertainty Prompts Trading Halt ---------------------------------------------------------------- The Company announces that it has experienced trading difficulties and, in the last few days, has been in discussions to refinance the business. These discussions have not been successful and accordingly, administrators were appointed to the sole trading subsidiary, Automotive Precision Components Limited. Therefore the Company has requested that trading in its shares be suspended pending the clarification of its financial position. ***** The company said in September that pre-tax losses in the six months to June 30 widened to GBP1.5 million from just over GBP1 million the year before. Half-year turnover fell to GBP9.7 million from GBP12.2 million previously. CONTACT: AUTOMOTIVE PRECISION Stefan Petszaft, Managing Director Phone: 01732 365 421 Automotive Precision Holdings PLC Peter Willetts Tavistock Communications Phone: 020 7920 3150 AWG PLC: Sells Swedish Process Engineering Company -------------------------------------------------- AWG Plc sold PURAC AB, the Swedish operation of its process engineering business, to Lackeby Water AB for a nominal amount. Completion of the sale is expected before December 31, 2003. PURAC Ltd., AWG's U.K. process engineering company remains part of AWG Plc, operating mainly in the U.K. and Ireland. ***** AWG chief executive Chris Mellor stepped down from his post in March following 24 years of service -- a move understood by analysts to clear the way for the break-up of the business. Mr. Mellor was behind the GBP263 million purchase of Morrison construction group in 2000, an investment that has produced losses and writedowns of about GBP100 million, analysts said. CONTACT: AWG PLC Adrian Smith, Head of Communications Phone: 01480 323017 CABLE & WIRELESS: U.S. Unit No Longer Paying Rent ------------------------------------------------- Cable & Wireless denied reports that the landlords of its businesses in the U.S. plan to take legal action against the company to demand full payments on property rents, The Scotsman said. Cable & Wireless' American web-hosting and Internet protocol solutions businesses, which filed for Chapter 11 bankruptcy protection last week, has reportedly stopped paying rents for the 51 properties it is leasing in the U.S. Under Chapter 11 creditor protection, the landlords can expect a payout of only 15% of their money. The scenario could save the firm GBP1.6 million a month. But commenting on reports of a possible legal action, a spokeswoman said, the idea is just "speculation." Former Chief Executive Graham Wallace spent GBP3 billion to establish the U.S. business during the dotcom boom. His successor, Francesco Caio, plans to sell most of it now to private equity fund Gores Technology for a maximum of only GBP72 million. CHAPMAN TRANSPORT: Joint Administrators Sell Assets --------------------------------------------------- Tony Nygate and Shay Bannon, Joint Administrators of Chapman Transport Seating Limited and Deonovo Manufacturing Limited, offer for sale the bus seat manufacturing assets comprising of the well known "Chapman" brand, spares business, stock and work in progress, plant and equipment. For further details please contact Cathy Joab; Phone: 020 7893 2207; Fax: 020 7935 3944; E-mail: cathy.joab@bdo.co.uk CHARTER PLC: Disposal of U.S. Defense Businesses Cleared -------------------------------------------------------- The Board of Charter plc announces that, following receipt of 'Exon-Florio' clearance from the U.S. Government, the disposal of the U.S. Defense Businesses to two wholly owned indirect subsidiaries of Meggitt PLC has been completed for a cash consideration of approximately US$45.0 million (GBP26.8 million). The net cash proceeds are being used to reduce the group's indebtedness. ***** The disposal of the U.S. Defense businesses is part of the company's strategy to generate sufficient funds by March 10, 2004 to meet a scheduled loan note repayment of US$72.3 million (GBP43.0 million) and to accommodate certain reductions in its loan facility. CONTACT: BRUNSWICK Andrew Fenwick Pamela Small Phone: +44 (0) 20 7404 5959 HOLLINGER INC.: Collins Stewart Joins Band of Would-be Bidders -------------------------------------------------------------- Collins Stewart Chief Executive Terry Smith is understood to be bidding for the Telegraph Group. According to The Guardian, Mr. Smith has approached Lazard, the investment bank conducting a strategic review of the newspaper's troubled parent company. The report said a bid could value Hollinger Inc.'s U.K. flagship newspaper at between GBP400 million and GBP500 million and see the titles' shares trade on the London Stock Exchange. Mr. Smith is already going around to secure financial backing from institutional investors for an offer that could be structured similar to the Center Parcs and Northumbrian Water deals he organized this year, the report said. He is understood to have even chosen a senior management team to run the Telegraph group if his bid is successful. His scheme is to find institutional investors to fund the purchase of companies, and then quickly float the acquisitions on the Alternative Investment Market. The Guardian deems Mr. Smith's possible bid more attractive than that of Daily Express proprietor Richard Desmond or the Daily Mail & General Trust, as it would require less complicated regulatory inquiries. INDEPENDENT-NETWORKS: Administrator Sells Business, Assets ---------------------------------------------------------- The Administrator, Andrew Fender of Sanderlings LLP, offers for sale the business and assets of Independent-Networks as a going concern. The business has an established broadband network servicing commercial & residential consumers throughout the West & East Midlands and the Northwest from a conveniently located central point of operation in Coventry. CONTACT: Andrew Fender, Sanderlings LLP Sanderling House, Springbrook Lane, Earlswood, Solihull B94 5SG Phone: 0870 243 0540 Fax: 01564 703822 INDEPENDENT NEWS: Sells London Regional Operations for GBP62 Mln ---------------------------------------------------------------- Independent News & Media PLC announced, that its U.K. subsidiary, Independent News and Media Limited, has entered into agreements for the sale of its London regional newspaper operations to Archant Regional Limited for a consideration of GBP62.0 million (approximately EUR88.7 million). Independent received cash of GBP52.0 million (approximately EUR74.4 million) from Archant for three of the five newspaper divisions. Following statutory changes to the regulatory regime for newspaper transfers/mergers, the sale of the two remaining divisions is expected to be completed on or after December 30, 2003, pursuant to a put and call option agreement entered into. This follows the earlier announcement by Independent (March 26, 2003) of the proposed disposal of its London regionals to Newsquest for GBP60.0 million, which was subject to approval by the Department of Trade and Industry. That deal was subsequently referred to the UK Competition Commission, and following their report and the DTI's ruling (October 21, 2003) that Newsquest would be precluded from acquiring certain titles/ divisions as proposed, a number of other suitors expressed keen interest in buying the operations. The announcement of the disposal to Archant -- on more favorable terms than previous -- is the culmination of that process. Ivan Fallon, chief executive of Independent News & Media (U.K.) Limited, said: "Since October, when the DTI made its decision in relation to the original proposed Newsquest deal, a number of suitors, including private equity funds, expressed interest in either buying all or some of our London Regionals. Having considered the merits of alternative offers, we have reached agreement with Archant, who we believe to be an ideal new owner." CONTACT: INDEPENDENT NEWS & MEDIA U.K. Ivan Fallon, Chief Executive Officer Phone: +44.20.7005.3800 BUCHANAN COMMUNICATIONS (London) Mark Edwards Phone: +44.20.7466.5000 MURRAY CONSULTANTS (Dublin) Jim Milton Phone: +353.86.2558.400 MALLETT PLC: Warns of Lower-than-expected Full Year Results ----------------------------------------------------------- On June 9, 2003 the Company issued a statement which included the comment that "it remains difficult to comment on the outcome for the full year but a significant recovery in trading in London will be required if the Company is to meet market expectations for the full year." This recovery has not taken place and, while trading in New York remains ahead of budget, it has worsened in London in the second half of the year ending December 31, 2003. The Company has continued to trade profitably in the second half, but now expects that its results for the year ending December 31, 2003 will fall well short of market expectations. The Company's business is focused on the sale of high value items and, as a result, trading patterns tend to be uneven over time. This feature, together with continuing difficult trading conditions and the weakness of the U.S. dollar against sterling, makes it hard to comment on the Company's prospects with any certainty at the moment. Nevertheless, the Board believes that the Company is in a strong position to take advantage of a future upturn in the market. The Company continues to evaluate its options in relation to the Bourdon House property. After receiving Counsel's opinion on its ability to enfranchise the leases pertaining to the property, the Company has instructed Savills plc to advise on the merits of enfranchisement. The Company expects to release the preliminary announcement of its results for the year ending December 31, 2003 at the beginning of March 2004. CONTACT: MALLETT PLC Lanto Synge, Chief Executive Phone: 0207 499 7411 MG ROVER: Employees to Take Early Christmas Vacation ---------------------------------------------------- MG Rover will send workers at its Longbridge factory on an early Christmas vacation because of a stocktaking exercise, according to Ananova. The factory will close for two weeks for the Christmas and New Year shutdown, reopening on January 5. A spokeswoman clarified the situation is not the same with what happened last month when the company stopped building cars for three days to balance production with sales. MG Rover said the stocktaking was planned. The carmaker hit the headlines recently because of the union's spat with MG Rover's owners over how the company is managed. T&G and Amicus unions confirmed earlier they hired former T&G finance director Peter Regnier to analyze the firm's books on concern over the level of executive pay and pensions. MYTRAVEL GROUP: Appoints New Group Finance Director --------------------------------------------------- MyTravel Group plc is pleased to announce the appointment of John Allkins as Group Finance Director and a member of the main board. He joins MyTravel with immediate effect. Before joining MyTravel, Mr. Allkins for eight years was Chief Financial Officer of Equant N.V., the NYSE and Euronext-listed company that runs one of the world's largest data communications networks. Previously, he spent nine years at BT Group plc in a variety of senior finance positions. Commenting on the appointment Peter McHugh, Chief Executive of MyTravel said: "John Allkins has an outstanding record in senior financial roles culminating in eight years as finance director of Equant. He guided Equant from its inception through its successful stock market flotation, to its acquisition by France Telecom, alongside a tenfold increase in revenues. Among his achievements at Equant, he established and ran high quality financial systems and processes, he secured large-scale debt and equity finance for the company, and he led a successful program to drive profitability and conserve working capital in a difficult business environment. I'm delighted that in John we have been able to appoint such an experienced and highly regarded professional to join our management team in this critical role. "I am also grateful to John Darlington, Restructuring Officer, who has been acting as interim Chief Financial Officer. John will now be able to turn his full attention to the restructuring of the U.K. charter and distribution business." CONTACT: BRUNSWICK Phone: 020 7404 5959 Fiona Antcliffe/Sophie Fitton/Roderick Cameron NETWORK RAIL: Regulatory Report Could Derail Improvement Works -------------------------------------------------------------- The U.K. railway network operator, Network Rail Ltd., will face dual challenges following the publication by the rail regulator, the ORR, of final funding conclusions for the period to 2009, according to a report released Friday by Standard & Poor's Ratings Services. Network Rail Ltd. will have to increase its efficiency, but will receive less funding than requested from track access charges. The ORR has allowed a GBP8 billion ($14 billion) budget increase, which means that Network Rail Ltd.'s budget for the next five years has risen to GBP22.2 billion. "From a credit perspective, Network Rail Ltd., a not-for-dividend company that took over from the defunct Railtrack PLC in 2002, can take some comfort because the ORR has allowed a GBP8 billion budget increase," said Standard Poor's Infrastructure Finance credit analyst Magdalena Richardson. "In our view, however, the difference between the ORR's conclusions and what Network Rail Ltd. says it needs could mean some delays to improvement work on the West Coast main line between London and Glasgow." The report considers the financial and credit implications of the settlement for Network Rail Ltd. and the Strategic Rail Authority (AAA/Stable/A-1+). PACIFIC MEDIA: Posts Circular Related to US$20 Million Funding -------------------------------------------------------------- Pacific Media Plc announces that further to the press release of December 8, 2003 in which it disclosed that it had signed non-legally binding Heads of Agreement for the proposed injection of US$8 million in cash and banking facilities of up to an additional US$12 million, it posted on Friday a Circular to the shareholders of the Company in this form: This Circular is in relation to the first Extraordinary General Meeting referred to in the press release of December 8, 2003, the principal paragraphs of which are extracted as follows: (1) The Resolutions (a) a special resolution conditional on approval of the Transaction at a second Extraordinary General Meeting to be held in early 2004 (i) increasing the Company's authorized share capital from GBP55 million to GBP100 million by the creation of a further 4.5 billion ordinary shares of 1p each (representing an increase of approximately 82%) and (ii) authorizing the Board pursuant to s80 Companies Act 1985 to allot and issue ordinary shares with an aggregate nominal value of up to GBP45 million as if the provisions of s89(1) of such Act did not apply thereto, such authority and disqualification to expire after twelve months to the extent not then utilized; and (b) a special resolution sub-dividing every new and existing ordinary share of 1p both issued and unissued) into one new ordinary share of 0.1p and one deferred share of 0.9p. The first special resolution enables the Company to issue new fully paid ordinary shares to the proposed new investor in return for the conversion of the US$8 million convertible loan notes which are intended to be issued on completion of the Transaction. The Board does not currently have power to issue that number of shares and indeed if it did would not be able to do so otherwise than on a pro rata basis to all shareholders. The maximum amount of ordinary shares that could be issued under this authority represents 99% of the current issued share capital of the Company as at December 9, 2003, being the latest practicable date prior to publication of this document. (2) Reasons for and background to proposed resolutions Shareholders will recall that in both our trading update on September 17, 2003 and in my Chairman's statement contained within the Company's interim report, when commenting on the outlook of the Company for the second half of the year, it was stated that the group's operating results will be dependent upon the level of working capital available to TV Media. In signing Heads of Agreement with a major Asian investor the Board believe it will be able to secure this required funding. However, as disclosed in the latest trading statement, included within the attached press release, due to the delay in securing this funding trading has continued to be disappointing over the five months since the interim results. Shareholders should be aware, while voting on the proposals, that if additional funding is not secured the Company will not have sufficient working capital for its present requirements, that is for at least the next 12 months from the date of this document. In this event it is likely the Company would be required to immediately seek further investment from a third party and/or take alternative action, which would be likely to include the sale of certain assets, to meet its liabilities as they fall due. The Board considers that given the time frame the taking of alternative action would be difficult and that there can be no certainty that either of these actions would be successful, in which event the Company may have to enter into administration. (3) Recommendation Your Board believes that the Transaction, if implemented, will provide the Company's principal operating subsidiary, TV Media, with the level of working capital it needs. The resolutions set out in the Notice of Meeting are a necessary pre requisite to the Transaction and the first special resolution will only be utilized in relation to the Transaction. The Directors have undertaken that a second Extraordinary General Meeting will be called in early 2004 to approve the Transaction. Accordingly, in the opinion of your Board, the resolutions set out in the Notice of the Meeting are in the best interests of the Company and its shareholders as a whole and your Directors unanimously recommend that shareholders vote in favor of the resolutions to be proposed at the Extraordinary General Meeting as they intend to do in respect of the holdings beneficially held by them or which they are entitled to vote (which together amount to 2,352,791,523 shares together representing approximately 52% of the present issued ordinary share capital of the Company). Yours sincerely Emmanuel Olympitis Executive Chairman The Circular contains a notice convening an Extraordinary General Meeting of shareholders to be held on January 6, 2004 to approve the resolutions. A copy of the above circular will be available for inspection at the U.K. Listing Authority's Document Viewing Facility, which is situated at: Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS ROYAL MAIL: Set to Deliver Record e-Orders Before Christmas ----------------------------------------------------------- New figures from Royal Mail reveal retailers are enjoying their busiest ever e-Christmas while the courier remains on course to deliver a record-breaking 40 million goods ordered online, double the volume of last year. Royal Mail and Parcelforce Worldwide deliver for some of the biggest names in e-retail and together they expect to deliver approaching two-thirds of a total of 70 million goods ordered online. Royal Mail is anticipating a very busy period over the coming week as consumers, keen to avoid the high street, have only one week to place their orders for Christmas delivery. The news reinforces figures released by IMRG that Internet shopping reached a new all-time high in November, soaring 44% at an annual growth rate 12 times higher than the 3.6% reported for all retail sales by the British Retail Consortium. The U.K.'s 16 million online shoppers spent GBP1.175 billion online during November, some 7% of all retail sales. Royal Mail now predicts online spending to exceed GBP3.34 billion over the Christmas period, double that of last year. The increase in deliveries indicates not just a buoyant e-retail Christmas period but record-breaking online sales for 2003 with GBP15 billion expected to be spent online, double the GBP7.5 billion spent in 2002. As well as impressive volumes, 2003's rising consumer confidence is also reflected in the range of products purchased by home shoppers. So far this Christmas CDs, videos, tapes and books have continued to be the most popular products ordered online, but bigger items, such as electrical goods (4% rise), clothes (3% rise) and furniture (3%) are also increasingly popular this year. Ross Drake, Royal Mail's Head of Goods Distribution, said: "This Christmas e-retailers are enjoying the success of their preparations for the busy festive season as consumers display increasing confidence in every aspect of home shopping. We are playing an integral role in delivering the anticipated 70 million goods ordered online to people's homes across the U.K. "The growth in Internet shopping is reflected not just in the greater volume of goods, but the range of products consumers are buying online. With growth in goods such as furniture and electrical goods it is clear shoppers are not just buying the traditional CDs and books but bulkier items that do not fit through the letterbox. All the signs are now pointing to the busiest ever e-Christmas for the U.K.'s online retailers, with retailers on target to hit the GBP3.34 billion sales in November and December." Together, Royal Mail and Parcelforce Worldwide deliver some two-thirds of Internet orders. They have been cementing their leading role in the home shopping market by providing new dimensions to the way people who shop via the Internet or by mail order receive their goods. Creating innovative, convenient delivery solutions has been at the heart of the business's innovation to support the home shopping market. One successful service, already used to deliver approaching two million items, is Local Collect, which allows people to ask for items to be taken to their local Post Office (R) branch if they are not at home to receive a delivery by Royal Mail or Parcelforce Worldwide. Approaching 15,500 Post Office branches offer the service, which means that home shoppers, for a 50p fee, do not have to worry about receiving their items and can collect them at their convenience. About IMRG: IMRG (Interactive Media in Retail Group) founded in 1990 is the industry body for global e-tail: http://www.imrg.org CONTACT: CHARLIE NYE AT COHN & WOLFE Phone: 0207 331 5442 E-mail: charlie_nye@cohnwolfe.com JO SWIFT AT COHN & WOLFE phone: 0207 331 5476 E-mail: jo_swift@uk.cohnwolfe.com Homepage: http://www.royalmail.com ROYAL MAIL: Urges Non-operational Execs to Voluntarily Resign ------------------------------------------------------------- Up to three thousand non-operational managers are expected to leave Royal Mail under a voluntary redundancy program launched by the company Friday. All of the job losses will be part of the 30,000 jobs, which Royal Mail has already announced will be made redundant during the company's three-year turnaround plan. This new round of voluntary redundancies will not affect postmen and women or other employees in operational jobs providing Royal Mail's services to its customers. Adam Crozier, Royal Mail's Chief Executive, said: "We are conducting a series of reviews of the non-operational parts of our business to strengthen further the focus on Royal Mail's commercial priorities. "Inevitably, the reviews will lead to a reduction in the numbers of non-operational roles. The fairest approach, therefore, is to offer all non-operational managers the opportunity to request voluntary redundancy, even if they work in areas unaffected by change. "However, people who want to go will not automatically be allowed to leave. Decisions will be made ultimately on what's right for Royal Mail. "We are looking to offer voluntary redundancy to up to three thousand managers," said Mr. Crozier. It is expected that most of the people leaving would go by the end of the financial year in March." He said: "Any job reductions we have to make are the hardest part of Royal Mail's three-year renewal plan. But there is no avoiding the harsh reality that Royal Mail must reduce its overheads and become more efficient to ensure a successful future. "We have achieved much since the renewal plan was launched in April 2002 but there is still a great deal of hard work to be accomplished to hit our goals. These remain: to make Royal Mail a great place in which to work, improve customer service, get back to profitability and stay there, and deliver a positive cash flow to enable the company to invest and grow." ***** Royal Mail announced last month a small GBP3 million profit before tax -- on a turnover of more than GBP4 billion -- for the first half of the 2003/2004 financial year. However, the company has stressed that it faces heavy additional costs of around GBP500 million in a full year from the 14.5% pay package it has begun paying to postmen and women, and from significantly higher employer's contributions to the pension fund to ensure the fund's obligations continue to be covered in full. CONTACT: ROYAL MAIL GROUP PLC 148 Old Street London EC1V 9HQ Homepage: http://www.royalmail.com/group SFI GROUP: Regulator Discovers Serious Breach of Listing Rules -------------------------------------------------------------- The FSA released a public statement censuring SFI Group plc for breaching the Listing Rules. This is the first action taken by the FSA for a contravention of the Listing Rules under its statutory powers assumed in December 2001. The FSA has found that SFI breached the Listing Rules by failing to take reasonable care to ensure that the Preliminary Results Announcement issued on the July 30, 2002 was not false or misleading. Andrew Procter, FSA Director of Enforcement said: "Listed companies' obligation to ensure the accuracy of published financial information is a fundamental protection for shareholders and is vital for the smooth operation of efficient, orderly and competitive markets. "SFI's failure to take reasonable care to ensure that its systems and controls were capable of providing it with information for the market that was accurate, complete and not misleading constitutes a serious breach of the Listing Rules. "The company's Preliminary Results Announcement presented an overstated and overoptimistic view of SFI's financial results and its future prospects, not only as at July 30, 2002, but also in relation to the results for the two financial years prior to that date." The FSA has concluded that SFI breached paragraph 9.3A of the Listing Rules, which requires Announcements to the market to be accurate, complete and not misleading, false or deceptive, in these ways: SFI's accounting systems and controls failed to, and had for some time failed to, reliably determine SFI's current and historical financial position as a whole. SFI's accounting systems and controls were not, and had for some time not been, robust enough to support internal forecasts and projections that proved misleading and false. These failures in SFI's accounting systems and controls as set out above, had persisted for at least two years prior to the Preliminary Results Announcement and it was only in November 2002 that SFI eventually identified the accounting discrepancies, which caused the Preliminary Results Announcement to be misleading and false. While there is no evidence to suggest these breaches were deliberate, there was a serious failure to take the reasonable care required of listed companies. The FSA, having considered all the circumstances, including SFI's financial position, has decided not to impose a financial penalty and has decided to issue a public statement of censure. The FSA acknowledges that SFI and their advisors have taken a co-operative approach to this investigation. SIRDAR PLC: Difficult Trading Condition to Hit Profits ------------------------------------------------------ In Sirdar's preliminary results for the year ended June 30, 2003, announced on September 18, 2003, the Board stated that the start to the new financial year had been challenging and that it expected market conditions to remain difficult. The Board reports that the Group has continued to perform below expectations and that it does not see an improvement in trading in the short term. In addition, the Group has been informed, following an updated actuarial valuation of the Group's pension scheme, that there will be an additional charge of approximately GBP1.0 million in respect of the pension scheme in the year ending 30 June 2004. As a result of these factors, the Board now expects that the Group's operating profit for the year ending June 30, 2004 is likely to fall significantly below that for the comparable period in 2003. The impact of these factors on the interim dividend is being considered. The Board is considering all options to improve trading performance across the Group, including the restructuring of certain of its operations, which is likely to incur exceptional costs in the year ending June 30, 2004. The Board will continue to monitor progress and update shareholders as appropriate. We intend to announce our interim results in March 2004. CONTACT: SIRDAR PLC Phone: 01924 371501 Duncan Verity, Chief Executive Kevin Henry, Finance Director * Large Companies with Insolvent Balance Sheets ----------------------------------------------- Shareholders Total Working Equity Assets Capital Ticker (US$MM) (US$MM) (US$MM) ------ ----------- ------ -------- AUSTRIA ------- Libro AG (111) 174 (182) BELGIUM ------- Real Software REAL (110) 216 (10) CZECH REPUBLIC -------------- Ceskomoravska Kolben & Danek Praha Holding (89) 192 (2,186) DENMARK ------- Elite Shipping (28) 101 19 FRANCE ------ Banque Nationale de Paris Guyane (41) 352 N.A. BSN Glasspack (101) 1,151 179 Bull S.A. BULP (760) 893 (130) Compagnie des Machines Bull (116) 136 (20) Compagnie Francaise de l'Afrique Occidentale (65) 256 21 Cofidur S.A. (5) 102 19 Dollfus-Mieg & Co. DOLP (0) 187 28 European Computer System (110) 682 377 Grande Paroisse S.A. (927) 629 330 Pneumatiques Kleber S.A. (34) 480 139 SDR Picardie (135) 413 N.A. Soderag (3) 404 N.A. Sofal S.A. (305) 6,619 N.A. Spie-Batignolles (16) 5,281 75 St Fiacre (FIN) (1) 111 (33) Trouvay Cauvin TRCN (0) 134 10 Usines Chauson (23) 249 35 GERMANY ------- Dortmunder Actien-Brauerei DABG (13) 118 (29) F.A. Guenther & Sohn AG GUSG (8) 111 N.A. Kaufring AG KAUG (19) 151 (51) Nordsee AG (8) 195 (31) Schaltbau AG SLTG (16) 163 20 Vereinigter Baubeschlag-Handel Holding AG VBHG (24) 307 (63) ITALY ----- Binda S.p.A. BND (11) 129 (20) CIRIO FINANZIARI CBDI (422) 1,583 (396) Credito Fondiario e Industriale S.p.A. CRF (200) 4,218 N.A. Lazio S.p.A. (57) 495 (330) NETHERLANDS ----------- Baan Company N.V. BAAN (8) 610 46 NORWAY ------ Pan Fish ASA PAN (117) 806 (259) Petroleum-Geo Services PGO (32) 2,963 (5,250) POLAND ------ Animex S.A. (1) 108 (86) Exbud Skanska S.A. EXBUF (9) 315 (330) Motostal Zabrze (6) 227 (366) Stalexport S.A. (57) 229 (51) SPAIN ----- Altos Hornos de Vizcaya S.A. (116) 1,283 (278) Santana Motor S.A. (46) 223 41 Sniace S.A. (11) 128 (24) Tableros de Fibras S.A. TFI (43) 2,107 125 SWITZERLAND ----------- Kaba Holding AG KABZN (47) 572 278 UNITED KINGDOM -------------- Abbot Mead Vickers (2) 168 (16) Alldays Plc ALD (120) 252 (202) Amey Plc AMY (49) 932 (47) Bonded Coach Holiday Group Plc (6) 188 (44) Blenheim Group (153) 198 (34) Booker Plc BKRUY (60) 1,298 (8) Bradstock Group BDK (2) 269 5 Brent Walker Group (1,774) 867 (1,157) British Energy BGY (5,342) 3,438 229 British Nuclear Fuels Plc (2,627) 36,359 1,948 British Sky Broadcasting BSY (175) 3,347 (144) Compass Group CPG (668) 2,972 (298) Costain Group COST (34) 329 (12) Dawson Holdings DWSN (32) 142 (29) Easynet Group Plc ESY (12) 332 53 Electrical and Music EMI Industries Group (885) 3,053 (435) Euromoney Institutional ERM (119) 173 20 Gallaher Group GLH (543) 5,527 68 Gartland Whalley (11) 145 (8) Global Green Tech Group (156) 408 (18) Heath Lambert Fenchurch Group PLC (10) 4,109 (10) HMV Group PLC HMV (211) 762 (66) Imperial Tobacco Group ITY (117) 10,083 (190) Intertek Testing Services ITRK (134) 425 67 IPC Media Ltd. (685) 254 16 Lambert Fenchurch Group (1) 1,827 3 Lattice Group (1,290) 12,410 (1,228) Leeds United PLC (73) 144 (29) Misys PLC MSY (161) 949 41 Orange PLC ORNGF (594) 2,902 7 Regus PLC RGU (46) 367 (60) Rentokil Initial Plc RTO (1,130) 2,809 (37) Saatchi & Saatchi SSI (119) 705 (41) Seton Healthcare (11) 157 0 Viatel Holding (Bermuda) Limited (548) 2,155 (2005) Yell Group PLC (196) 3,964 289 Each Tuesday edition of the TCR-Europe contains a list of companies with insolvent balance sheets based on the latest publicly available balance sheet available to our editors at the time of publication. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter -- Europe is a daily newsletter co-published by Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland USA. Larri-Nil Veloso, Ma. Cristina Canson, and Laedevee Gonzales, Editors. Copyright 2003. All rights reserved. ISSN 1529-2754. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR Europe subscription rate is US$575 per half-year, delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are US$25 each. For subscription information, contact Christopher Beard at 240/629-3300. * * * End of Transmission * * *